国泰海通证券股份有限公司 关于浙江禾川科技股份有限公司 控股子公司少数股东股权转让暨关联交易的核查意见 宁波游龙系由王志斌担任执行事务合伙人的企业，王志斌持有其 22.08%的 财产份额，鄢鹏飞、向彦董系宁波游龙有限合伙人，分别持有 76.92%、1.00% 的财产份额，鄢鹏飞目前担任禾川科技董事、执行总裁、副总经理，兼任禾川 机器人首席技术官；向彦董系鄢鹏飞配偶的哥哥，担任禾川机器人采购质量部 主管。根据《上海证券交易所科创板股票上市规则》等相关规定，基于实际重 于形式原则，宁波游龙属于公司关联方，本次股权转让形成公司与关联方共同 投资的关联交易。 二、关联方基本情况及关联关系说明 （二）关联方基本情况 （1）向彦董 （一）关联关系说明 向彦董先生，男，中国国籍，无境外永久居留权，1982 年 4 月出生，2018 年 7 月至 2023 年 2 月在禾川科技研发中心伺服电机 BU2 从事研发采购工作， 年 11 月至今任禾川科技子公司禾川人形机器人公司采购质量部主管。 本次股权转让的受让方宁波游龙，王志斌担任其执行事务合伙人并持有 经理，兼任禾川机器人首席技术官；向彦董系鄢鹏飞配偶的哥哥，担任禾川机 器人 ...

Core Viewpoint - The company, Suzhou Helin Micro-Nano Technology Co., Ltd., is undergoing a review of the feasibility of certain fundraising projects due to delays in their implementation, primarily influenced by the cyclical nature of the semiconductor industry and external supply chain challenges [1][3][17]. Fundraising Overview - The company raised a total of RMB 699,999,973.17 by issuing 9,874,453 shares at a price of RMB 70.89 per share, with a net amount of RMB 689,518,487.85 after deducting issuance costs [1]. - As of June 30, 2025, the company has allocated funds to various projects, with specific amounts adjusted for the MEMS process wafer testing probe R&D project [2]. Project Delays and Reasons - The company has decided to postpone the expected completion dates for certain fundraising projects, including the MEMS process wafer testing probe R&D project and the substrate-level testing probe R&D project, to September 2027 and December 2025, respectively [3][5]. - The delays are attributed to cyclical fluctuations in the semiconductor industry, weak terminal demand, and increased restrictions on semiconductor technology from Western countries, which have necessitated a shift to domestic alternatives for materials and equipment [5][6]. Project Feasibility Reassessment - The company has conducted a reassessment of the feasibility of the MEMS process wafer testing probe R&D project and the substrate-level testing probe R&D project, confirming their alignment with the company's strategic goals and market needs [16]. - The MEMS process wafer testing probe project focuses on developing advanced testing probes, which are crucial for expanding the company's product offerings and enhancing customer relationships in the semiconductor sector [8][9]. Market Demand and Competitive Position - There is a strong domestic demand for MEMS process wafer testing probes, as current suppliers are limited, and the market is heavily reliant on imports [12]. - The substrate-level testing probe project aims to meet the growing needs of the consumer electronics and medical electronics sectors, addressing the high precision and complexity required in manufacturing [15]. Company Strategy and Future Outlook - The company is committed to optimizing resource allocation and enhancing the management of fundraising usage to accelerate project implementation [6][16]. - The successful execution of these projects is expected to strengthen the company's market position and contribute to the domestic semiconductor industry's development, aligning with national strategies for high-end manufacturing [9][10].

Group 1 - The company successfully completed its initial public offering (IPO) by issuing 20 million shares at a price of RMB 115.71 per share, raising a total of RMB 231.42 million, with a net amount of RMB 215.23 million after deducting issuance costs [1] - In 2023, the company issued 12.04 million shares to specific investors at RMB 149.53 per share, raising RMB 180.10 million, with a net amount of RMB 178.17 million after costs [2] - The company is under continuous supervision by Guotai Junan Securities, which will monitor compliance with regulations and ensure proper information disclosure during the supervision period from January 1, 2025, to June 30, 2025 [3][4] Group 2 - The company has established internal systems and decision-making processes to comply with legal and regulatory requirements, ensuring that all stakeholders are aware of their obligations under listing rules [4][5] - The company is committed to maintaining accurate, complete, and timely information disclosure, preventing any concealment of important information [6][7] - The company has not encountered any significant risks or negative events that require disclosure during the supervision period [8] Group 3 - The company reported a significant increase in revenue, with a total of RMB 94.91 million for the first half of 2025, representing an 87.33% increase year-on-year, driven by growth in industrial, automotive, communication, and consumer electronics markets [20][21] - The net profit attributable to shareholders for the same period was RMB 6.57 million, marking a turnaround from a loss in the previous year, primarily due to increased demand and effective cost control [21] - The company's research and development (R&D) expenditure for the first half of 2025 was RMB 26.85 million, accounting for 28.29% of revenue, despite a decrease in the proportion compared to the previous year [22][26] Group 4 - The company operates in the integrated circuit design industry, focusing on analog integrated circuit chips, and faces increasing competition and the need for continuous innovation to maintain market competitiveness [10][11] - The company has established a strong intellectual property system, holding numerous patents, which helps create technological and market barriers [23][24] - The company employs a Fabless model, relying on partnerships with suppliers for wafer manufacturing and packaging, which is crucial for maintaining production capacity [12][24]

Group 1 - The core viewpoint of the article is that Xiaoxiong Electric (SZ 002959) announced an investor survey scheduled for August 29, 2025, where the company's vice president and board secretary, Song Qin, will participate in addressing investor inquiries [1] - For the first half of 2025, Xiaoxiong Electric reported that its revenue composition is entirely from the small home appliance industry, with a 100.0% share [1]

Core Viewpoint - Tianhong Co., Ltd. is actively pursuing a dual-driven development strategy focusing on digital transformation and optimizing its business structure, despite facing challenges in revenue and profit margins in the first half of 2025 [2][3]. Financial Performance - In the first half of 2025, the company achieved sales of 18.7 billion yuan, a year-on-year increase of 2.55%, while operating income was 6.009 billion yuan, a decrease of 1.79%. The net profit attributable to shareholders was 154 million yuan, down 0.05% year-on-year [2]. - The company's gross profit margin was reported at 36.37%, with a debt ratio of 84.26% [8]. Business Segments - Supermarket revenue decreased by 1.95% year-on-year, but the comparable store gross margin improved by 0.66 percentage points to 23.33% due to brand enhancement and supply chain reforms [2]. - Shopping centers continued to grow, with revenue increasing by 2.65% year-on-year, while department stores faced challenges with a revenue decline of 9.3% [2][5]. Digital Transformation - The company is accelerating the upgrade and iteration of its I+ retail technology, which has significantly contributed to the growth of its digital business. The GMV of the flexible labor platform increased by 120% year-on-year [2]. Store Optimization - Tianhong has implemented standard and partial modifications in its supermarket stores, with five stores undergoing standard modifications and 17 stores undergoing partial modifications. The modified stores saw sales double within three days of opening [4]. - The company is also focusing on transforming its department stores into community lifestyle centers, enhancing product offerings and optimizing store structures [5]. Asset Management - The increase in asset disposal income is attributed to the company's ongoing cost reduction and efficiency improvement efforts, including the closure of long-term unprofitable stores [6]. Future Plans - The company plans to continue deepening its business transformation across various formats, including shopping centers and supermarkets, while enhancing operational efficiency through cost reduction initiatives [3].

Summary of Key Points Core Viewpoint - The company has decided to postpone the expected operational status of the "Green Low-Carbon Packaging Material Manufacturing Base Project" from August 2025 to November 2025 due to delays in the delivery of production equipment, while ensuring that the investment purpose and scale remain unchanged [1][4]. Fundraising Overview - The company has raised a total of 418.50 million yuan, with a net amount of 418.49 million yuan after adjustments [3]. - The funds are allocated to specific projects, with a focus on maintaining the integrity of the investment purposes [2][3]. Postponement Details - The postponement of the project is based on the actual progress and adjustments in the initial planning, ensuring that the investment purpose and scale remain unchanged [4][5]. - The new expected operational status for the project is now set for November 2025 [4]. Impact of Postponement - The postponement is a cautious decision based on the project's actual progress and does not affect the overall investment purpose or scale, thus not harming shareholder interests [5][6]. - The company has confirmed that the delay will not have a significant adverse impact on its production and operations [5][6]. Approval Procedures - The company's board of directors, supervisory board, and independent directors have all approved the postponement, confirming that it complies with relevant regulations and does not alter the investment purpose [5][6]. - The independent directors emphasized that the decision aligns with the interests of the company and its shareholders, ensuring the normal progress of the investment projects [5][6].

Group 1 - The company plans to change its name from Jilin Electric Power Co., Ltd. to State Power Investment Corporation Green Energy Development Co., Ltd. and its stock abbreviation from Jidian Co. to Electric Investment Green Energy [2][3] - The name change is aimed at better reflecting the company's transition towards green, low-carbon, and renewable energy, as its installed capacity and revenue from renewable energy have surpassed those from thermal power [3][4] - As of the end of 2024, the company's total installed capacity is 14.4411 million kilowatts, with renewable energy capacity at 11.1111 million kilowatts, accounting for 76.94% of the total [3] Group 2 - The company has decided to abolish its supervisory board, transferring its responsibilities to the audit committee of the board of directors, pending approval from the shareholders' meeting [6] - The decision to amend the company's articles of association and abolish the supervisory board is in accordance with the Company Law and relevant regulations [6] - The trustee manager, Guotai Junan Securities, will continue to monitor the company's bond repayment situation and other significant matters affecting bondholders' interests [6][7]

Core Viewpoint - The report outlines the continuous supervision and guidance provided by Guotai Junan Securities for Harbin Guotie Technology Group Co., Ltd. during the first half of 2025, emphasizing compliance with regulations and the company's operational status [1][2][3]. Summary by Sections Continuous Supervision Work - The sponsor has established a continuous supervision system to ensure the company adheres to regulatory requirements and maintains proper information disclosure [1][2]. - Regular communication, site inspections, and due diligence are conducted to monitor the company's compliance and operational integrity [1][2]. Financial Performance - For the first half of 2025, the company reported a revenue of approximately RMB 334.60 million, a year-on-year increase of 22.54% [5]. - The total profit for the period was RMB 42.18 million, reflecting a significant increase of 51.72% compared to the previous year [5]. - The net profit attributable to shareholders was RMB 31.71 million, with a year-on-year increase of 51.79% [5][6]. Risk Factors - The company faces risks related to high proportions of related-party transactions, which could impact profitability if adverse changes occur [4]. - Seasonal fluctuations in operating performance are noted, with higher sales typically recognized in the third and fourth quarters [4]. - The company must maintain its core competitiveness through continuous innovation and adequate R&D investment to avoid losing market position [4]. Core Competitiveness - Harbin Guotie Technology is recognized as a pioneer in railway safety monitoring and detection technology, with a strong market presence and a diverse customer base [6][7]. - The company has a robust R&D team, with 352 personnel, and has received multiple awards for its technological advancements [7][9]. R&D Investment - The total R&D expenditure for the first half of 2025 was approximately RMB 35.83 million, representing a 24.48% increase from the previous year [11]. - R&D investment accounted for 10.71% of the company's revenue, indicating a commitment to innovation [11]. Use of Raised Funds - As of June 30, 2025, the company had a remaining balance of approximately RMB 714.56 million in its fundraising account, with funds used in compliance with regulatory requirements [14][15]. - The report confirms that there are no violations in the use of raised funds, ensuring transparency and adherence to legal standards [14][15].

Summary of Key Points Core Viewpoint - The report from Guotai Junan Securities on Hanguo Group's use of raised funds to replace pre-invested self-raised funds and paid issuance expenses indicates compliance with relevant regulations and confirms the appropriateness of the fund usage [1][7]. Group 1: Fundraising Overview - Hanguo Group's initial public offering (IPO) was approved by the China Securities Regulatory Commission, with a total fundraising amount of RMB 617.35 million, and a net amount of RMB 510.62 million after deducting issuance expenses of RMB 106.73 million [1][2]. - As of July 25, 2025, all raised funds have been received, and the funds are managed in a special account as per regulatory requirements [1][2]. Group 2: Investment Project Details - The total investment for the projects outlined in the prospectus is RMB 643.47 million, with RMB 420 million planned to be funded from the raised capital [2][5]. - As of August 1, 2025, Hanguo Group has used RMB 428.19 million of self-raised funds to pre-invest in projects and cover issuance expenses, with RMB 412.61 million allocated to project investments and RMB 15.58 million for issuance expenses [2][5]. Group 3: Replacement of Self-raised Funds - The company plans to use the raised funds to replace RMB 412.61 million of pre-invested self-raised funds and RMB 15.58 million of paid issuance expenses [5][6]. - The replacement of funds is in line with the company's operational needs and will not affect the normal progress of the investment projects [5][7]. Group 4: Compliance and Approval Process - The board of directors and the supervisory board have approved the use of raised funds for replacing pre-invested self-raised funds, confirming adherence to regulatory requirements [6][7]. - Huaxing Accounting Firm has issued a verification report affirming that the company's actions comply with relevant regulations and accurately reflect the use of self-raised funds [7][8].

Core Viewpoint - The company plans to use its own funds to pay for part of the fundraising project expenses and subsequently replace these with equivalent amounts from the raised funds, ensuring compliance with relevant regulations and maintaining project efficiency [1][6]. Fundraising Overview - The total amount raised by the company through its initial public offering (IPO) is RMB 617.35 million, with a net amount of RMB 507.62 million after deducting issuance costs [1]. - The company has completed the fundraising process as of July 25, 2025, and has established special accounts for managing the raised funds [1]. Project Investment Details - The total investment for the fundraising projects is RMB 643.47 million, with adjustments leading to a revised investment of RMB 510.62 million [1]. - The projects include the establishment of an automated manufacturing base and a research and development center [1]. Reasons for Using Own Funds - The company faces challenges in directly using raised funds for payroll and other expenses due to regulatory requirements [2]. - The need for centralized procurement and payment efficiency also necessitates the use of own funds initially [2]. - The company aims to enhance operational efficiency and reduce financial costs by using various payment methods [2]. Replacement Process - The company will establish a detailed accounting ledger for the funds used and will regularly transfer equivalent amounts from the fundraising account to its own funds account [3]. - Continuous supervision by the sponsor institution will ensure compliance with the replacement process [3]. Impact on the Company - The use of own funds for project expenses will not affect the normal implementation of the fundraising projects and will not change the intended use of the raised funds [5][6]. - The decision has been approved by both the board of directors and the supervisory board, ensuring adherence to necessary procedures [4][5].